AGREEMENT

Please read this Agreement carefully. It contains the legal terms and conditions that govern your nonprofit organization’s use of and access to the Give Back Greetings website as well as the conditions upon which your organization may receive funds from sales transactions completed on the Give Back Greetings website.

Give Back Greetings and your nonprofit organization are subject to the charitable solicitation laws of every state within which Give Back Greetings charitable sales promotions are conducted. Two officers of your nonprofit organization must sign execute this Agreement on behalf of your organization

Once your nonprofit organization accepts the terms of this Agreement and Give Back Greetings confirms that your organization is a qualified recipient of funds, Give Back Greetings will include your organization's name on its website on the list of participating nonprofit organizations. When making purchases on the Give Back Greetings website, friends of your organization (and anyone else making a purchase) can click on your organization's name to designate your organization as the beneficiary of funds from the purchases they make on the Give Back Greetings website.

The Give Back Greetings program runs from July 1 through June 30 of each calendar year. Give Back Greetings distributes disbursements to registered organizations no later than September 30 of each calendar year. You understand that fund disbursements made to your nonprofit organization are not charitable contributions from those making purchases on the Give Back Greetings website; and you also understand that the disbursements are not donations from Give Back Greetings, and, as such, may be subject to tax.

Give Back Greetings provides you with promotional materials you may use to tell friends of your organization about this great fundraising option. Your organization is not required to promote Give Back Greetings to friends of your organization, but doing so will likely increase participation and, ultimately, the amount of funds your organization receives from sales transactions completed on the Give Back Greetings website.

 

PURPOSE

The purpose of this Agreement is to memorialize the parties’ intent to enter into a commercial co-venture, as that term is defined by the state charitable solicitation laws in all applicable jurisdictions, though the exact definition may vary from jurisdiction to jurisdiction, and to record the parties’ understandings and the agreed upon terms of this arrangement.

The parties to this Agreement are Give Back Greetings, Inc., a Pennsylvania business corporation with a principal place of business at 950 West Trenton Avenue #1022, Morrisville, Pennsylvania 19067 (“GBG”) and the nonprofit organization you are proposing as a participating nonprofit organization (“Nonprofit”).

In consideration of the mutual promises contained in this Agreement, the parties, intending to be legally bound, agree as follows:

BACKGROUND

GBG, an Internet-based company, promotes the purchase of custom greeting cards and other gift items (“GBG Products”) on its website by advertising to consumers that it will direct a portion of the purchase price of each item sold to a charitable organization selected by the purchaser from among organizations listed on GBG’s website; and Nonprofit, which is recognized by the Internal Revenue Service as a tax-exempt entity described under Section 501(c)(3) of the Internal Revenue Code, desires to be listed by GBG as an eligible recipient of funds derived from the sale of GBG Products.

TERMS AND CONDITIONS

1. Promotion of GBG Products. Provided that the Nonprofit meets GBG’s eligibility requirements, which GBG determines in its sole discretion, GBG agrees to list Nonprofit among the charitable organizations that consumers may select as fund recipients when completing their purchases on GBG’s website, and Nonprofit hereby agrees to be listed among other the participating nonprofit organizations on GBG’s website and on other promotional materials. Nonprofit understands and agrees that this arrangement does not exclusively benefit Nonprofit.
   
   
2. Disbursements to Nonprofit. Nonprofit understands that consumers purchasing GBG Products on GBG’s website may select Nonprofit from among a list of participating nonprofit organizations to which GBG has agreed to make disbursements. GBG will only disburse funds to Nonprofit in accordance with the terms of this Agreement. Nonprofit understands and agrees that any revenue derived from the sale of GBG Products will be fully owned by, and under the discretion and control of, GBG. In furtherance of its business purposes, and in accordance with the terms of this Agreement, GBG has agreed to make certain distributions to Nonprofit.
   
   Nonprofit understands and agrees that GBG is not obligated to make disbursements to Nonprofit unless a consumer selects Nonprofit as a fund recipient for a particular purchase. Nonprofit further understands and agrees that GBG has no obligation to disburse payments to Nonprofit if the purchase price is refunded, or of the transaction is rescinded or cancelled, either by the purchaser or by GBG, or if for any reason the sales transaction is incomplete.
   
   If Nonprofit is selected by a consumer as a fund recipient with respect to a particular purchase and the purchase is complete and is not refunded, GBG will disburse seven percent (7%) of the purchase price to Nonprofit (“Disbursement Percentage".) Purchase price, for purposes of this Agreement, does not include shipping and handling fees or taxes.
   
   Disbursements to Nonprofit will be distributed no later than September 30 of each calendar year.
   
   
3. Term and Termination. This Agreement shall be effective upon your electronic acceptance of the terms and conditions of this Agreement (“Effective Date”), and shall continue through June 30, 2014. This Agreement can be terminated earlier if the parties consent in writing, or if either party terminates this Agreement in accordance with the terms below. The parties may renew this Agreement in writing for one-year terms for the period commencing July 1, 2014; however, GBG retains the right to alter the Disbursement Percentage upon renewal.

1. Termination for Cause. Either party may terminate this Agreement by giving written notice of breach or default if the other breaches or defaults on its obligations under this Agreement and fails to cure the breach or default within ten (10) days after receipt of written notice. For purposes of this paragraph, a breach by GBG shall include, without limitation, any failure by GBG to pay in a timely manner amounts owed to Nonprofit, absent a good faith dispute. For purposes of this paragraph, a breach by Nonprofit shall include, without limitation, a failure by Nonprofit to maintain its tax-exempt status as any organization described under Section 170(c) of the Internal Revenue Code, or to use the funds disbursed by GBG for charitable purposes.
   
   
2. Consequences of Termination. In the event this Agreement is terminated, and GBG is in possession of funds allocated for Nonprofit, GBG will make distributions to Nonprofit during the next September distribution period after the date of termination. If GBG terminates this Agreement for cause, Nonprofit must return funds disbursed by GBG for charitable purposes if GBG so requests and Nonprofit shall not be entitled to receive any undisbursed funds.

4. Intellectual Property

1. Nonprofit to GBG: Nonprofit grants a royalty-free license to GBG for the use of Nonprofit’s name in conjunction with this Agreement. This license also allows GBG to list Nonprofit on the GBG website as a participating organization. Nonprofit warrants that it has all proprietary rights to all Nonprofit intellectual property and that use of this property will not conflict with or violate the rights of any other party.
   
   
2. GBG to Nonprofit: GBG grants a royalty-free license to Nonprofit for the use of GBG’s name, logo, trademarks, and other business identifiers to be used in print or digital format in conjunction with this Agreement. This license will expire at the termination of this Agreement. This license allows Nonprofit to list GBG on its website and use GBG’s name, logo, trademarks, and other business identifiers provided by GBG in any promotional material in print or digital format, subject to GBG approval. GBG warrants that it has all proprietary rights to all GBG intellectual property and that use of this property will not conflict with or violate the rights of any other party.

 

5. State Solicitation Compliance

1. General Provisions: This Agreement and the parities are subject to the charitable solicitation laws of every state within which the charitable sales promotion is conducted, including Pennsylvania’s “The Solicitation of Funds for Charitable Purposes Act” (10 P.S. § 162.1 et seq.) and New Jersey’s “Charitable Registration and Investigation Act” (45:17A-18 et seq.).
   
   
2. Responsibilities of GBG: GBG warrants and represents it will disclose in each advertisement related to this commercial co-venture the dollar amount or percentage of each GBG Product purchase that will benefit Nonprofit. Furthermore, GBG agrees to comply with state public disclosure requirements in all advertisements related to this Agreement. For example, in accordance with New Jersey law, GBG must disclose in each advertisement the percentage per each purchased GBG Product that will benefit Nonprofit.
   
   
3. Responsibilities of Nonprofit: Nonprofit warrants and represents that it has and will continue to comply with all required state solicitation laws, including, but not limited to: 1) registering for charitable solicitation in each state where the charitable sales promotion will occur, 2) filing GBG’s contact and address information if specifically required by state law; 3) filing this Agreement within the required time prior to the commencement of any charitable sales promotion, 4) filing annual and final accounting statements, 5) filing copies of advertisements, solicitations, or publications related to this Agreement; and 6) maintaining complete and accurate records as required by law. Nonprofit is solely responsible for its own charitable solicitation compliance.

6. Unrelated Business Income Tax. Nonprofit understands that some portion, or all, of the income received from GBG pursuant to this Agreement may be subject to unrelated business income tax.
   
   
7. Access to Purchaser Information. Nothing in this Agreement obligates GBG to provide to Nonprofit any information about purchaser identity.
   
   
8. Indemnification. Nonprofit and GBG hereby irrevocably and unconditionally agree, to the fullest extent permitted by law, to defend, indemnify, and hold harmless each other, their officers, directors, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission related to the charitable sales promotion as set out in this Agreement. Notwithstanding any other provision of this Agreement, this Paragraph shall survive the termination of this Agreement.
   
   
9. Choice of Law. This Agreement shall be governed by, and construed under, the laws of the Commonwealth of Pennsylvania. Venue for all purposes shall be in Bucks County, Pennsylvania, and each party hereby consents to the personal jurisdiction of any court in such county.
   
   
10. Miscellaneous

1. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and the invalid provision shall be replaced by an enforceable provision most nearly approximating the intent of the parties.
   
   
2. Neither party shall be liable for failing to perform under this Agreement if the failure arises from causes beyond its reasonable control, and in such circumstances, the time for performance shall be extended by the period of delay.
   
   
3. This Agreement may not be assigned by the Nonprofit. Any assignment by GBG will inure to the benefit of and will be binding upon its successors and assigns.
   
   
4. This Agreement shall supersede any prior oral or written understandings or communications between the parties, and constitutes the entire agreement of the parties with respect to the subject matter hereof.
   
   
5. This Agreement may not be amended or modified, except by GBG.
   
   
6. For any provision in this Agreement requiring written notice or consent, GBG may satisfy this requirement by sending an email, with delivery confirmation receipt, to the contact information provided to GBG by the Nonprofit on the Effective Date. Nonprofit shall satisfy this written notice or consent requirement by sending a letter to GBG at 950 West Trenton Avenue #1022 Morrisville PA 19067, or by sending an email, with delivery confirmation receipt, to info@givebackgreetings.com.
   
   
7. This Agreement has been duly authorized by the parties and constitutes the valid and binding obligation of the parties, enforceable against the parties in accordance with its terms, and the persons signing this Agreement have been duly authorized by the Boards of Directors (or other governing bodies) of the entities they represent to sign the Agreement.
   
   
8. This Agreement may be executed electronically on the GBG website. By accepting the terms of this Agreement, the Nonprofit warrants and represents that two of its officers have reviewed and agreed, on behalf of the Nonprofit, to the terms of this Agreement.